Uniserve Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 02234562 (England and Wales)
Uniserve Holdings Limited
Company Information
Directors
I R Liddell
S W G Ireland
P Stone
Secretary
N K Brooks
Company number
02234562
Registered office
Upminster Court
133 Hall Lane
Upminster
Essex
United Kingdom
RM14 1AL
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Uniserve Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 32
Uniserve Holdings Limited
Strategic Report
For the year ended 31 December 2022
Page 1
The directors present their strategic report on Uniserve Holdings Limited for the period ended 31 December 2022.
Uniserve Holdings Limited (the “company”) is a holding company and a service provider to various group companies directly or indirectly owned or controlled by the company. Services provided include management, IT, compliance, treasury and financial services.
Business Review
Acting as a central service provider for major group companies the company ensures that services provided by all group companies follow the same quality standards and best practice to ensure the best possible customer experience.
Centralising management services ensures that group companies offering different types of services coordinate when providing solutions to a customer – aiming to provide one-stop shop logistics solutions. The centralised management and administration services allows the company to identify risks that could concern various group entities as early as possible, and share information on risks and to coordinate risk mitigation and avoidance measures.
By consolidating other administration services for various group companies, the company generates benefits for all group companies. Such benefits can be generated through better management of centralised resources or economy of scale including increased purchasing power when using third party service providers including banks, making investments or investing money.
As part of the group strategy the company continuously investigates opportunities to enhance or improve its service offerings to group companies. The company and its directors are also observing the market to identify potential investments in other businesses to support the growth and diversification of the group’s service offering.
The company supports its various subsidiaries and during the period has charged a total of £60,770,000 (2021 - £47,296,000) to group companies for services rendered. Loss for the period after tax is £3,813,000 (2021 - £16,709,000 profit).
During 2022 the company extended its service rendering to other group entities which led to an increase in turnover. However, due to significant Fair Value Movements of £34,156,000 (2021 - £8,920,000) the company shows a loss for 2022.
Principal risks and uncertainties
The company provides services to other group companies. Demand for services rendered by the company is partly driven by the performance of the other group companies. In case of a poor performance of other group companies and a lack of demand for services the company would have to adjust its capacity to render services.
Considering the diversification of the group and the large (and increasing) number of group companies the directors consider this risk as relatively low since it is very unlikely that all businesses of group companies would be impacted at the same time. Also, the range of services offered by the company does help to mitigate any risk since internally resources can be shifted based on demand.
The company recognised a provision of £147,196,000 in relation to claims against the company in respect of services rendered to other group companies in previous years that could lead to claims against other group companies which could then take recourse on the company. The Directors have made a re-assessment of the individual cases and re-qualified the expected liability as a provision rather than an accrual. Also, based on the re-assessment the Directors have revised their best estimate of the amount required to settle the potential liability.
Uniserve Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 2
Financial key performance indicators
The company's key performance indicators are turnover and profit before tax as set out in the Statement of Comprehensive Income. These indicators and performance are monitored both against Budget / Forecast and past performance to identify and analyse trends.
Other key performance indicators
The performance of the businesses that are purchasing management services from the company is monitored based on defined KPIs and regular reporting to closely follow the efficiency and success of management services provided.
Where the company makes investments and acquires shareholdings in other businesses return on investment, free cash flow and growth / market share are closely monitored.
The directors do closely follow the utilization of resources (in particular staff) dedicated to render certain services to shift resources when needed and to ensure cost efficiency. The company considers its staff as one of its key assets and strengths. In this context the company monitors staff turnover, reasons for departures and encourages staff to participate in training.
Where third party services are purchased the performance of supplier is monitored based on key performance indicator applicable for the particular services.
The company and the group have a strong commitment to the environment and sustainability. In particular the carbon footprint of the individual businesses is monitored very closely.
Promoting the success of the company
From the perspective of the board, as a result of the group governance structure, the matters that it is responsible for considering under Section 172 (1) of the Companies Act 2006 ('s172') have been considered to an appropriate extent by the group board in relation both to the group and to this entity. The board has also considered relevant matters where appropriate. To the extent necessary for an understanding of the development, performance and position of the entity, an explanation of how the group board has considered the matters set out in s172 (for the group and for the entity) is set out on the Strategic Report of the group's annual report, which does not form part of this report.
I R Liddell
Director
19 March 2024
Uniserve Holdings Limited
Directors' Report
For the year ended 31 December 2022
Page 3
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
I R Liddell
S W G Ireland
P Stone
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Engagement with employees
From the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company’s employees, including engaging with them, having regard to their interests and the effect of that regard (including on the principal decisions taken by the company during the financial year). The board of the company has also considered relevant matters where appropriate. An explanation of how the group board has carried out these responsibilities (for the group and for the entity) is set out on the Strategic Report of the group’s annual report, which does not form part of this report.
Business relationships
From the perspective of the board, as a result of the group governance structure, the group board has taken the lead in carrying out the duties of a board in respect of the company’s other stakeholders. The board of the company has also considered relevant matters where appropriate. An explanation of how the directors on the group board have had regard to the need to foster the company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the company during the financial year, is set out (for the group and for the entity) on the Strategic Report of the group’s annual report, which does not form part of this report.
Post reporting date events
There have been no significant events affecting the Company since the year end.
Auditor
Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Uniserve Holdings Limited
Directors' Report (Continued)
For the year ended 31 December 2022
Page 4
Energy and carbon report
The company has not separately presented streamlined energy and carbon reporting disclosures for the year-ended December 2022. This is on the basis that the parent company, GB Europe Holdings Limited, is including full disclosures for the group on a consolidated basis for the year-ended December 2022. In future reporting periods, it is the intention of the directors to separately present these disclosures within the Uniserve Holdings Limited annual report.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Prior period restatement
The directors have determined that a prior period restatement of balances is required in relation to claims against the company in respects of services and goods provided. The presentation has been amended to include the estimated liability within provisions for liabilities and charges rather than accruals. In addition, the directors have performed a reassessment of the recognition and measurement of the provision at the prior period reporting date which has resulted in revision to their best estimate of the amount require to settle the obligation at the reporting date.
See note 26 for further details.
On behalf of the board
I R Liddell
Director
Uniserve Holdings Limited
Directors' Responsibilities Statement
For the year ended 31 December 2022
Page 5
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Uniserve Holdings Limited
Independent Auditor's Report
To the Members of Uniserve Holdings Limited
Page 6
Opinion
We have audited the financial statements of Uniserve Holdings Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Uniserve Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Uniserve Holdings Limited
Page 7
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Uniserve Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Uniserve Holdings Limited
Page 8
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Uniserve Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Uniserve Holdings Limited
Page 9
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Jonathan Sutcliffe
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
19 March 2024
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Uniserve Holdings Limited
Statement of Comprehensive Income
For the year ended 31 December 2022
Page 10
Year
18 months
ended
ended
31 December
31 December
2022
2021
as restated
Notes
£000
£000
Turnover
3
73,500
54,985
Cost of sales
(4)
Gross profit
73,500
54,981
Administrative expenses
(51,063)
(51,408)
Fair Value movements
(34,156)
8,920
Other operating income
676
Operating (loss)/profit
4
(11,043)
12,493
Income from shares in group undertakings
8
50
Income from participating interests
8
1,029
Income from other fixed asset investments
8
6,636
4,445
Interest receivable and similar income
8
1,174
982
Interest payable and similar expenses
9
(182)
(163)
(Loss)/profit before taxation
(3,415)
18,836
Tax on (loss)/profit
10
(1,849)
(2,127)
(Loss)/profit for the financial year
(5,264)
16,709
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of comprehensive income.
There was no other comprehensive income for 2022 (2021: £nil).
Uniserve Holdings Limited
Balance Sheet
As at 31 December 2022
Page 11
2022
2021
as restated
Notes
£000
£000
£000
£000
Fixed assets
Tangible assets
11
61,116
65,571
Investments
12
112,018
110,242
173,134
175,813
Current assets
Debtors
15
144,676
210,407
Investments
16
264,293
292,614
Cash at bank and in hand
155,615
55,919
564,584
558,940
Creditors: amounts falling due within one year
17
(560,803)
(552,923)
Net current assets
3,781
6,017
Total assets less current liabilities
176,915
181,830
Creditors: amounts falling due after more than one year
18
(250)
Provisions for liabilities
Provisions
19
(147,796)
(147,196)
Deferred tax liability
20
(1,957)
(1,958)
(149,753)
(149,154)
Net assets
27,162
32,426
Capital and reserves
Called up share capital
22
100
100
Profit and loss reserves
27,062
32,326
Total equity
27,162
32,426
The financial statements were approved by the board of directors and authorised for issue on 19 March 2024 and are signed on its behalf by:
I R Liddell
Director
Company Registration No. 02234562
Uniserve Holdings Limited
Statement of Changes in Equity
For the year ended 31 December 2022
Page 12
Share capital
Profit and loss reserves
Total
£000
£000
£000
As restated for the period ended 31 December 2021:
Balance at 1 July 2020
100
15,617
15,717
Period ended 31 December 2021:
Profit and total comprehensive income for the period as restated (note 25)
-
16,709
16,709
Balance at 31 December 2021 as restated
100
32,326
32,426
Balance at 31 December 2021 as previously reported
100
36,572
36,672
Prior year adjustment (note 25)
-
(4,246)
(4,246)
Balance at 31 December 2021 as restated
100
32,326
32,426
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(5,264)
(5,264)
Balance at 31 December 2022
100
27,062
27,162
Uniserve Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2022
Page 13
1
Accounting policies
Company information
Uniserve Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Upminster Court, 133 Hall Lane, Upminster, Essex, United Kingdom, RM14 1AL.
1.1
Reporting period
The prior accounting period for the company covers the period from 01 July 2020 to 31 December 2021. The reason for this was for group and commercial reporting requirements. For this reason, the comparative amounts presented in the financial statements are not entirely comparable.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of GB Europe Holding Limited. These consolidated financial statements are available from its registered office.
1.3
Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 14
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the ompany will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.
Rental income is recognised in the period in which it relates to.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold property
7% straight line
Long-term leasehold property
20% straight line
Leasehold improvements
10% straight line
Plant and Machinery
20% straight line
Fixtures and Fittings
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 15
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 16
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 17
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 18
1.11
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 19
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The director does not believe that there have been judgements (apart from those involving estimates) made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Decision to recognise a provision
As described in note 18, the company recognised a provision of £147,196,000 (2022: £147,196,000) in relation to claims against the company in respect of services and goods supplied because it is considered more likely than not that the company will be required to compensate customers.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Impairment of investments
The assessment of investment impairment involves management's judgment, considering market conditions, financial performance, and relevant indicators. observable data indicating that there has been a measurable decrease in the valuation methods, including market prices and discounted cash flow models, are employed, with key assumptions such as cash flows and discount rates. Sensitivity analyses are conducted to assess the impact of critical assumptions.
If impairment is identified, a provision is recorded, reducing the carrying amount. Detailed disclosures on impaired investments, including losses, judgments, and assumptions, are outlined in note 12. While we believe our assessments are appropriate, actual results may differ due to inherent market uncertainties.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 20
3
Turnover and other revenue
An analysis of turnover by class of business is as follows:
2022
2021
£000
£000
Turnover analysed by class of business
Management charges
60,770
47,296
Intercompany recharges
1,069
1,017
Rent
11,661
6,672
73,500
54,985
2022
2021
£000
£000
Other significant revenue
Interest income
1,174
982
All turnover arose within the United Kingdom
4
Operating (loss)/profit
2022
2021
Operating (loss)/profit for the year is stated after charging:
£000
£000
Exchange losses
517
139
Depreciation of owned tangible fixed assets
5,209
3,082
Operating lease charges
2,589
-
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
46
43
The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 21
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Central group services
153
102
Their aggregate remuneration comprised:
2022
2021
£000
£000
Wages and salaries
23,973
12,982
Social security costs
3,217
1,488
Pension costs
111
141
27,301
14,611
7
Directors' remuneration
2022
2021
£000
£000
Remuneration for qualifying services
7,341
1,791
Company pension contributions to defined contribution schemes
8
11
7,349
1,802
Remuneration disclosed above include the following amounts paid to the highest paid director:
2022
2021
£000
£000
Remuneration for qualifying services
6,243
858
During the period retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,000 (2021 - £5,000).
The directors are considered to be key management personnel of the entity.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 22
8
Interest receivable and similar income
2022
2021
£000
£000
Interest income
Interest on bank deposits
1,174
Other interest income
982
Total interest revenue
1,174
982
Income from fixed asset investments
Income from participating interests - associates
50
Income from participating interests - joint ventures
1,029
Income from other fixed asset investments
6,636
4,445
Total income
7,810
6,506
9
Interest payable and similar expenses
2022
2021
£000
£000
Interest on bank overdrafts and loans
182
114
Interest on finance leases and hire purchase contracts
-
49
182
163
10
Taxation
2022
2021
£000
£000
Current tax
UK corporation tax on profits for the current period
1,813
101
Adjustments in respect of prior periods
37
65
Total UK current tax
1,850
166
Foreign current tax on profits for the current period
3
Total current tax
1,850
169
Deferred tax
Origination and reversal of timing differences
(619)
1,448
Changes in tax rates
618
510
Total deferred tax
(1)
1,958
Total tax charge
1,849
2,127
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
10
Taxation
(Continued)
Page 23
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£000
£000
(Loss)/profit before taxation
(3,415)
18,836
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(649)
3,579
Tax effect of expenses that are not deductible in determining taxable profit
2,574
238
Tax effect of income not taxable in determining taxable profit
(68)
Gains not taxable
46
Adjustments in respect of prior years
37
65
Depreciation on assets not qualifying for tax allowances
(46)
Adjustments in respect of financial assets
(1,694)
Deferred tax adjustments in respect of prior years
(611)
Dividend income
(377)
(443)
Fixed asset differences
474
Remeasurment of deferred tax for changes in tax rates
469
510
Special factors affecting joint-ventures and associates leading to a decrease in the tax charge
(128)
Taxation charge for the year
1,849
2,127
The company transfer pricing review is in progress which may impact the tax treatment of group transactions. Should adjustment for transfer pricing result, Uniserve Holdings Limited, as member of the GB Europe Holdings Limited will offset the adjustment to corporation tax profits against the losses of other entities within the group via group relief as permitted by the UK tax legislation.
Other than for transfer pricing adjustments, no compensation for the equivalent of loss relief used is paid in the group.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 24
11
Tangible fixed assets
Long-term leasehold property
Plant and Machinery
Fixtures and Fittings
Computer Equipment
Motor Vehicles
Total
£000
£000
£000
£000
£000
£000
Cost
At 1 January 2022
73,252
1,446
3,323
71
9,503
87,595
Additions
584
128
128
45
885
Disposals
(131)
(25)
(156)
Transfers
(777)
777
At 31 December 2022
73,836
669
3,320
976
9,523
88,324
Depreciation and impairment
At 1 January 2022
9,624
1,439
2,210
10
8,741
22,024
Depreciation charged in the year
4,573
395
33
208
5,209
Eliminated in respect of disposals
(25)
(25)
Transfers
(770)
770
At 31 December 2022
14,197
669
2,605
813
8,924
27,208
Carrying amount
At 31 December 2022
59,639
715
163
599
61,116
At 31 December 2021
63,628
7
1,113
61
762
65,571
12
Fixed asset investments
2022
2021
Notes
£000
£000
Investments in subsidiaries
13
83,578
79,820
Investments in associates
14
27,628
28,274
Listed investments
774
1,294
Unlisted investments
38
854
112,018
110,242
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
12
Fixed asset investments
(Continued)
Page 25
Movements in fixed asset investments
Shares in subsidiaries and associates
Other investments
Total
£000
£000
£000
Cost or valuation
At 1 January 2022
109,261
4,338
113,599
Additions
5,210
-
5,210
Valuation changes
(647)
(817)
(1,464)
At 31 December 2022
113,824
3,521
117,345
Impairment
At 1 January 2022
1,167
2,190
3,357
Impairment losses
1,451
519
1,970
At 31 December 2022
2,618
2,709
5,327
Carrying amount
At 31 December 2022
111,206
812
112,018
At 31 December 2021
108,094
2,148
110,242
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 26
13
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Uniserve Limited
England & Wales
Ordinary
99
Uniserve (Airfreight) Limited
England & Wales
Ordinary
99
Uniserve (Europe) Limited
England & Wales
Ordinary
99
Uniserve (UK) Limited
England & Wales
Ordinary
99
Uniserve (Scotland) Limited
England & Wales
Ordinary
99
Eurotrade Fulfillment Limited
England & Wales
Ordinary
99
Ocean Gateway LLP
England & Wales
Ordinary
99
Ocean Gateway (2) LLP
England & Wales
Ordinary
99
Seafast Holdings Limited
England & Wales
Ordinary
100
Wilgo Freight Holdings Limited
England & Wales
Ordinary
100
Customs Insights Consultancy Limited
England & Wales
Ordinary
100
Portall Solutions Limited
England & Wales
Ordinary
100
One World Global Trade Management Limited
England & Wales
Ordinary
100
Zenith Logistic Services (UK) Limited
England & Wales
Ordinary
100
EGDC Singapore Pte Ltd
Singapore
Ordinary
100
Kelleher Forwarding Limited
England & Wales
Ordinary
100
Agency Labour Staff Limited
England & Wales
Ordinary
100
Felixstowe Gateway Portcentric Services Ltd
England & Wales
Ordinary
100
Gateway Portcentric Services Ltd
England & Wales
Ordinary
100
London Gateway Portcentric Services Ltd
England & Wales
Ordinary
100
The Holding Centre Ltd
England & Wales
Ordinary
100
James Kemball Limited
England & Wales
Ordinary
100
Regional Freight Services Limited
England & Wales
Ordinary
100
Supply Chain Academy Limited
England & Wales
Ordinary
100
Metro Global Holdings Limited
England & Wales
Ordinary
100
Grand Events Holding Limited
England & Wales
Ordinary
75
*Seafast Cold Chain Logistics plc
England & Wales
Ordinary
100
*Seafast Global plc
England & Wales
Ordinary
100
*Seafast Shipping plc
England & Wales
Ordinary
100
*Seafast Liner Agency Limited
England & Wales
Ordinary
100
*Seafast Logistics Limited
England & Wales
Ordinary
100
*South Atlantic Container Line Limited
England & Wales
Ordinary
100
**Cromwell Manor Functions Limited
England & Wales
Ordinary
75
**Saville's Catering Limited
England & Wales
Ordinary
75
***Uniserve Drinks Logistics Limited
England & Wales
Ordinary
100
***Pelican Two Limited
England & Wales
Ordinary
100
****DJB Haulage Limited
England & Wales
Ordinary
100
^Platforms International Limited
England & Wales
Ordinary
100
^^CP Training Services Limited
England & Wales
Ordinary
100
^^^Metro Shipping Limited
England & Wales
Ordinary
100
^^^^London Stansted Cargo Limited
England & Wales
Ordinary
99
OTX Logistics B.V
Netherlands
Ordinary
50
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
13
Subsidiaries
(Continued)
Page 27
* Held indirectly via Seafast Holdings Limited
** Held indirectly via Grand Events Holdings Limited
***Held indirectly via Wilgo Freight Holdings Limited
**** Held indirectly via James Kemball Limited
^ Held indirectly via CPI Media Holdings Limited
^^ Held indirectly via Supply Chain Academy Limited
^^^ Held indirectly via Metro Global Holdings Limited
^^^^ Held indirectly via Uniserve (UK) Limited
14
Associates
Details of the company's associates at 31 December 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Asia (UK) Properties LLP
England and Wales
N/A
50.00%
Montana Homes LLP
England and Wales
N/A
50.00%
DG International Group Limited
England and Wales
Ordinary
50.00%
George Baker Group Limited
England and Wales
Ordinary
50.00%
Efret Limited
England and Wales
Ordinary
50.00%
Wineflow Freight Forwarding Limited
England and Wales
Ordinary
50.00%
Wineflow Clearance Limited
England and Wales
Ordinary
50.00%
15
Debtors
2022
2021
Amounts falling due within one year:
£000
£000
Trade debtors
844
4,439
Corporation tax recoverable
64
Amounts owed by group undertakings
127,840
37,275
Amounts owed by undertakings in which the company has a participating interest
2,083
7,083
Other debtors
3,300
6,560
Prepayments and accrued income
538
144,309
134,669
199,666
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
15
Debtors
(Continued)
Page 28
2022
2021
Amounts falling due after more than one year:
£000
£000
Amounts owed by group undertakings
4,236
Other debtors
10,007
6,505
10,007
10,741
Total debtors
144,676
210,407
16
Current asset investments
2022
2021
£000
£000
Unlisted investments
264,293
292,614
17
Creditors: amounts falling due within one year
2022
2021
£000
£000
Obligations under finance leases
38
359
Trade creditors
1,028
1,071
Amounts owed to group undertakings
551,062
542,682
Amounts owed to undertakings in which the company has a participating interest
1,788
1,811
Corporation tax
2,014
101
Other taxation and social security
276
544
Other creditors
1,862
2,062
Accruals and deferred income
2,735
4,293
560,803
552,923
18
Creditors: amounts falling due after more than one year
2022
2021
£000
£000
Obligations under finance leases
250
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 29
19
Provisions for liabilities
2022
2021
£000
£000
Claims provision
147,196
147,196
Dilapidations provision
600
-
147,796
147,196
Movements on provisions:
Claims provisions
Dilapidation provisions
Total
£000
£000
£000
At 1 January 2022
147,196
-
147,196
Additional provisions in the year
-
600
600
At 31 December 2022
147,196
600
147,796
The claims provisions represent claims against the company in respect of services and goods supplied. It represents the anticipated cost of settling these claims.
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2022
2021
Balances:
£000
£000
Accelerated capital allowances
1,957
1,958
2022
Movements in the year:
£000
Liability at 1 January 2022
1,958
Credit to profit or loss
(1)
Liability at 31 December 2022
1,957
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 30
21
Retirement benefit schemes
2022
2021
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
111
141
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Contributions totaling £Nil (2021: £nil) were payable to the funds at the balance sheet date.
22
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of £1 each
100,000
100,000
100
100
23
Operating lease commitments
Lessee
The company's obligations under finance leases are secured by the lessors' title to the leased assets.
Minimum lease payments under hire purchase fall due as follows:
2022
2021
£000
£000
Within one year
4,653
359
Between two and five years
11,790
250
In over five years
502
16,945
609
24
Related party transactions
Transactions with related parties
During the year the following transactions occurred with other related parties, not wholly owned:
A loan of £5,675,337 (2021: £5,501,337) to Uniserve Holdings Group Employee Benefit Trust, accumulated interest charged in respect of this loan amounts to £2,737,484 (2021: £2,563,484). During the year interest of £174,000 (2021: £261,000) was charged in respect of this loan.
A loan of £4,331,520 (2021: £4,235,520) to Uniserve Funded Unapproved Retirement Benefit Scheme, accumulated interest charged in respect of this loan amounts to £1,897,665 (2021: £1,801,665). During the year interest of £96,000 (2021: £144,000) was charged in respect of this loan.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
(Continued)
Page 31
Sales
Sales
2022
2021
£000
£000
Group companies under common control
46,296
34,621
The company has taken advantage of the exemption conferred by section 33.1A of FRS102 to not disclose transactions with entities that are 100% owned by GB Global Holdco Pte Limited, the ultimate parent company.
Group companies under common control comprise entities that are not wholly owned by the ultimate parent company, but are still included in the consolidation. Entities under joint control comprise entities that are 50% owned by the group, as disclosed in note 14.
2022
2021
Amounts due to related parties
£000
£000
Group companies under common control
507,133
509,116
Entities under joint control
1,788
1,812
2022
2021
Amounts due from related parties
£000
£000
Group companies under common control
7,877
1,247
Entities under joint control
2,083
12,723
Shareholders
189
-
The amounts owed to entities under common control are interest free and have no fixed repayment date.
25
Ultimate controlling party
The ultimate parent company is GB Global Holdco. Pte. Ltd., a company incorporated in Singapore.
The UK parent undertaking for which consolidated accounts are prepared is GB Europe Holdings Limited. These consolidated accounts may be obtained from the Companies House website.
The ultimate controlling party is Mr I R Liddell by virtue of his shareholding in the ultimate parent company.
Uniserve Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 32
26
Prior period adjustment
Changes to the balance sheet
As previously reported
Adjustment
As restated at 31 Dec 2021
£000
£000
£000
Creditors due within one year
Taxation
(1,641)
996
(645)
Provisions for liabilities
Other provisions
(141,953)
(5,243)
(147,196)
Net assets
36,672
(4,246)
32,426
Capital and reserves
Profit and loss reserves
36,572
(4,246)
32,326
Changes to the profit and loss account
As previously reported
Adjustment
As restated
Period ended 31 December 2021
£000
£000
£000
Administrative expenses
(46,165)
(5,243)
(51,408)
Taxation
(3,123)
996
(2,127)
Profit for the financial period
20,956
(4,246)
16,709
Notes to reconciliation
Provisions
The directors have determined that a prior period restatement of balances is required in relation to claims against the company in respect of services and goods provided. The presentation has been amended to include the estimated liability within provisions for liabilities and charges rather than accruals. In addition, the directors have performed a reassessment of the recognition and measurement of the provision at the prior period reporting date which has resulted in revision to their best estimate of the amount require to settle the obligation at the reporting date.
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